October 30, 2020

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Valerie Demont
Sheppard, Mullin, Richter & Hampton LLP
vdemont@sheppardmullin.com

Dear Mr. Demont:

We are responding to your letter requesting exemptive relief dated October 28, 2020, and addressed to Ted Yu, Christina Chalk and Joshua Shainess.  To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Indian counsel.  Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-1(a).  This exemption permits the Issuer Tender Offer to remain open for a fixed period of 10 working days (as defined in your letter), as mandated by Indian law.

In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Indian counsel, including but not limited to, the following:

• Indian law mandates that the Issuer Tender Offer be open to all shareholders on equal terms, including those in the United States, and requires a fixed offer period of 10 working days, which cannot be reduced or increased;
• based on the advice of Indian counsel, the Company does not believe it can obtain exemptive relief from these Indian legal requirements for this Issuer Tender Offer;
• shareholders will receive notice of, and information about, the Issuer Tender Offer and its terms before the offer commences, as described in your letter;
• the Company will publish a legal notice in the national print edition of a widely circulated publication in the United States, disclosing the basic terms of the Issuer Tender Offer on the date the Letter of Offer is dispatched to shareholders;
• it is expected that (i) a period of approximately 14 working days (and 14 U.S. business days) will elapse between the dispatch of the Letter of Offer to shareholders and the expiration of the Issuer Tender Offer and (ii) a period of approximately 30 working days (and 29 U.S. business days) will elapse between the date of public announcement of the Issuer Tender Offer and its expiration; and
• except for this exemptive relief, the Issuer Tender Offer will comply with all applicable rules under the federal securities laws.

This exemptive relief is based on the representations made to the Division in your request letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.

Sincerely,

/s/ Ted Yu

Ted Yu
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance